SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D. C. 20549 

                           FORM 10-Q 

       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
              THE SECURITIES EXCHANGE ACT OF 1934 

         For the Fiscal Year Ended:  November 30, 1996
               Commission File Number: 0-7568

                   TOTH ALUMINUM CORPORATION 
       (Exact name of registrant as specified in its charter)

           LOUISIANA                      72-0646580
 (State or other jurisdiction of     (I.R.S. Employer Identification
  incorporation or organization)               Number)

    Highway 18,--River Road, P. O. Box 250, Vacherie, LA 70090
      (Address of principal executive offices)   (Zip code)

  Registrant's telephone number, including area code:(504) 265-8181

      Securities registered pursuant to Section 12(b) of the Act:

                                 NONE
                         (Title of each class)

      Securities registered pursuant to Section 12(g) of the Act: 

                   COMMON STOCK, WITHOUT PAR VALUE
                          (Title of class) 

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter periods that the registrant was required to 
file reports), and (2) has been subject to such filing 
requirements for the past 90 days: Yes  X    No    

Indicate the number of shares outstanding of each of the 
registrant's classes of common stock, as of the latest 
practicable date:

Common stock, without par value                      35,466,193           
        Class                          Outstanding at November 30,1996
                                                                 
<PAGE>             




                     TOTH ALUMINUM CORPORATION
                     	INDEX TO FORM 10-Q
              For the Quarter Ended November 30, 1996

Part I 	Financial Information (Unaudited)

Balance Sheets - November 30, 1996
        and August 31, 1996............................

Statements of Operations - Three Months 
        Ended November 30, 1996 and 1995 ..............    

Statements of Cash Flows - Three Months
        Ended November 30, 1996 and 1995 ..............   

Notes to Financial Statements .........................    

Management's Discussion and Analysis
of the Financial Conditions and Results
of Operations .........................................  

Part II Other Information .............................  


<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
COMBINED BALANCE SHEETS  (Unaudited)               	 
                                          November 30,        August 31,

                                              1996               1996
<S>                                        <C>                 <C>
ASSETS
CURRENT ASSETS:
Cash ....................................   $ 5,197             $ 3,750
 
Accounts receivable:
   Other..................................   10,787              10,787
Prepaid:
   Leases ................................      -                   - 
   Other.................................. _________          ________
Total current assets......................   15,984             14,537
INVESTMENTS IN AND ADVANCES TO:
   Armant Partnership.....................  466,690            894,425

PROPERTY, PLANT AND EQUIPMENT - Net.......   89,852            103,159
 
PREPAID LEASES ...........................       -                 - 


PATENTS AND PATENT RIGHTS (net of
   accumulated amortization: ...........      7,368             37,161


TOTAL..................................... $ 579,894       $ 1,049,282
</TABLE>

<PAGE>

<TABLE>
                                             November 30,     August 31,
                                                1996             1996
<S>                                           <C>              <C>
LIABILITIES 

CURRENT LIABILITIES:
 Notes payable-related parties.............     $    -              - 
 Notes payable-bank.....................             -              - 
 Notes payable-other ......................     300,000         300,000
  Accounts payable:
   Trade...................................     421,389         391,246
   Officers and employees..................     204,421         187,361
   Accrued salaries .......................   1,737,306       1,676,994
   Accrued expenses .......................      37,871             - 
   Accrued interest payable................   1,240,334       1,163,492
 Total current liabilities.................   3,941,321       3,719,093


DEFERRED CREDIT ..........................       50,000          50,000

Series "A-1" Convertible Promissory Note1 (CPN)
 CPN Related Parties
     Principal...........................     7,398,265       7,398,265
     Accrued interest payable............     3,369,325       3,147,378
 CPN Other Parties
     Principal...........................     5,978,421       5,978,421
     Accrued interest payable............     3,522,193       3,342,841
     Total Series "A-1" Notes............    20,268,204      19,866,905

CONVERTIBLE DEBENTURES PAYABLE
   (net of discounts, commissions,
    and offering costs of:................       20,437          20,437


STOCKHOLDERS' EQUITY:
Common stock - no par value................  38,258,096*     38,258,096*
Common stock warrants......................
Common stock subscribed....................      20,000          20,000
Paid in capital............................     164,774         164,774
Deficit accumulated during the development
stage...................................... (62,142,938)    (61,050,023)

Total stockholders' equity................. (23,700,068)    (22,607,153)



TOTAL......................................  $  579,894     $ 1,049,282
<FN>
* See Section 11, "Notes to Financial Statements" of the August 31, 1996 10-K.
</TABLE>


<TABLE>
TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE QUARTER ENDED NOVEMBER 30, 1996  (Unaudited)             

                                         Three Months Ended     From Inception
                                              November 30       To November 30,
                                           1996        1995           1996
<S>                                     <C>          <C>          <C>
COSTS AND EXPENSES:
   Research and
      Development.................      $ 1,421      $12,841       $ 7,688,861
   Promotional, 
      general and 
      administrative..............      123,641      127,384        15,175,096
   Interest.......................      478,141      472,172         9,458,195
   Total..........................  $   603,203    $ 612,397        33,941,566

OTHER (INCOME) EXPENSE:

   Loss in Investment and Advances
      To Armant...................      427,735   16,950,536
   Equity in
      loss of Armant..............      102,364      189,750       11,250,836

NET LOSS............ ............. $  1,133,302    $ 802,147       62,142,938


LOSS PER
   COMMON SHARE...................	$  .03	$  .02   

</TABLE>


<PAGE>
<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOW
                                      Three Months Ended       From Inception 
                                          November 30,         To November 30,
                                        1996         1995              1996
<S>                                  <C>           <C>            <C>
OPERATING ACTIVITIES
NET LOSS.........................   $(1,133,302)   $(802,147)    ($ 62,142,938)

ADJUSTMENTS TO RECONCILE
  NET INCOME TO NET CASH
  PROVIDED BY OPERATING
  ACTIVITIES:

 Depreciation and
   amortization.................         13,306       13,306         1,095,222
 Amortization and write
   off of patents...............         29,793        7,816           433,450
 Amortization of prepaid
   leases.......................             -            -            302,424
 Amortization of financing
   Cost.........................                                        95,000
 Loss on divesture of
   Subsidiaries.................                                       912,586
 Loss from joint venture........        102,364      189,750         9,708,358
 Other..........................                                       111,616
 Proceeds from royalty
   Prepayments..................                                       172,760
 Prepayment of Leases...........                                       (16,104)
 Disposition of property,
   Plant, and equipment.........                                        27,745

CHANGES IN OPERATING ASSETS
  AND LIABILITIES:

  Increases in accounts 
    receivable.................                                        (10,787)
  Decrease (Increase) in
    Prepaid expenses...........                                        (27,371)
  Increase in accounts payable
    and accrued expenses.......         222,228       86,734        12,075,729
  Increase (decrease) in notes
    notes payable..............         324,673      508,863        17,618,109
                                       (440,938)       4,322     ($ 19,644,201)



TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS                                          
             
                                       Three Months Ended      From Inception
                                           November 30,        To November 30,
                                        1996          1995             1996    

INVESTING ACTIVITIES:
  Purchase of property, plant
    and equipment................           -       -            ($ 1,159,046)
  Acquisition of patents.........                                    (443,475)
  Investment of Certificates
    of Deposit...................                                  (3,995,000)
  Cash investment in and 
    Advances to TACMA............                                  (1,076,595)
  Write off of Investments
    And Cash Advances to Armant..       427,735                    16,950,110
  Cash investments in and
    advances to Armant...........        18,400       (6,600)     (21,500,089)
  Redemption of Certificates
    of Deposit...................                                   3,995,000
  Proceeds from sale of net
    Profit interest..............                                 $    50,000
                                        446,135       (6,600)     ($7,178,669)

FINANCING ACTIVITIES:

  Stock issued or subscribed
    For cash....................                                   18,481,076
  Preferred stock issued 
    For cash....................                                      266,400
  Proceeds from long term
    Obligations.................                                    1,430,349
  Proceeds from warrants
    Issued for cash.............                                    6,236,507
  Common stock issuance
    cost........................                                     (166,550)
  Issuance of convertible
    Debentures..................                                    1,913,963
  Cash received upon
    Conversion of debentures
    To common stock.............                                      112,999
  Payment of long term
    Obligations.................                                   (1,457,071)
                                            -            -         26,817,673

INCREASE (DECREASE) IN CASH               1,447       (2,278)           5,197
CASH BEGINNING OF PERIOD                  3,750        5,051                   
CASH END OF PERIOD                        5,197        2,773            5,197

</TABLE>


TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS                                    

1. 	In the opinion of management, the accompanying condensed
financial statements contain all adjustments (consisting only of 
normal recurring adjustments) necessary to present fairly the 
financial position of Toth Aluminum Corporation (the Company) as 
of November 30, 1996, and the results of its operations and 
changes in financial position for the three months then ended.

The accounting policies followed by the Company are set 
forth in Note 1 to the Company's financial statements in Form 10-
K, dated August 31, 1996.

2.	The accompanying financial statements of the Company have 
been prepared on a going concern basis, which contemplates the 
realization of assets and the satisfaction of liabilities in the 
normal course of business.  The Company has incurred net losses 
from its inception in August 1966 through November 30, 1996, and 
August 31, 1996, of $62,142,938 and $61,050,023, respectively. 
Although the Company's investees (TACMA and Armant) have 
constructed facilities that will employ the Company's patented 
processes, TACMA has been inactive and Armant has not achieved 
continuous commercial production.  The Company has determined 
that the operating plant of each investee will require further 
modifications before commercial production can be achieved. This 
will not occur at the TACMA facility unless and until the Company 
directs its efforts and resources toward TACMA.  No such 
activities are currently planned at TACMA.   

Expansion of the Armant plant (as discussed in Note 2) 
should enable it to achieve continuous production of alumina as 
well as metal chlorides.  Management believes that the plant 
constructed by Armant demonstrates that the production of metal 
chlorides and aluminum intermediates through the Company's 
patented processes is possible and that continuous production 
capabilities should enable it to attain profitable operations.  
The Company plans to fund its operations through short-term 
borrowing secured by the personal assets of the Company's 
Chairman of the Board.  The capital and operating needs of Armant 
will be raised through a commercialization program sponsored by 
the U.S. Department of Energy "DOE" and/or the formation of a 
joint venture partner with Armant.  The recoverability of the 
Company's investments in and advances to Armant and the 
recoverability of the capitalized cost of Armant is dependent on 
the investee achieving sufficiently profitable commercial 
operations, as well as the Company's ability to raise the funds 
indicated above to provide the necessary capital and to support 
these operations. 

The Company has actively evaluated the raw material 
resources in Western Canada and is attempting to secure the 
necessary funding to construct a metal chlorides plant in Canada. 
The Company intends to fund the capital and operating needs of 
the Canadian operation through the formation of a joint venture 
with either industrial or venture partners in Canada. Management 
believes that a metal chlorides plant in Canada will be of a size 
to be commercially  viable and will earn a significant profit. 
The metal chlorides plant being planned for Canada will have a 
capacity of 50,000 metric tons per year (seven times larger than 
the Armant plant) and will incorporate all of the process 
knowledge and proposed modifications resulting from the operation 
of the Armant facilities.  Should the Company be able to 
successfully raise the required funds for either or both the 
Canadian operation and/or Armant, then the Company=s existence 
will be assured for the next twelve months.  
The Company's continuation in existence is dependent upon 
its ability to generate sufficient cash flow to meet its 
continuing obligations on a timely basis, to fund the operating 
and capital needs of Armant, and to obtain additional financing 
as may be required, and ultimately to attain successful 
operations.  Should the Company be unable to obtain a joint 
venture partner(s) for either the Canadian operation or Armant, 
and/or funding from the DOE, it may experience significant 
difficulty raising funds to complete the required modifications 
to attain continuous production at Armant.  These factors, among 
others, may indicate that the Company will be unable to continue 
in existence.  The financial statements do not include any 
adjustments relating to the recoverability and classification of 
recorded asset amounts or the amount and classification of 
liabilities that might be necessary should the Company be unable 
to continue in existence. 

3.	The Company has historically maintained investments in two 
affiliates, TACMA and Armant.  The investment in TACMA was 
expensed during 1988.  The Company applies the equity method of 
accounting for its investment in Armant.  The collectibility of 
the advances to and the recovery of the investment in Armant 
depends upon the affiliate achieving successful commercial 
operations.

Armant

The Company is general partner in a limited partnership 
(Armant) formed in 1982 to construct and operate a metal 
chlorides plant in Vacherie, Louisiana. The plant, which through 
August 31, 1989, has cost approximately $23 million to construct, 
has been built on land (the Armant site) owned by Empresas Lince, 
S.A., (ELSA), a Central American corporation controlled by a 
former member of the Company's Board of Directors.  

Under the terms of the original partnership agreement, the 
Company was to have a 50% ownership interest in the partnership. 
 In March 1983, the partnership agreement was revised to provide 
the Company a 2% ownership interest and under a separate license 
agreement, a royalty payment based on net positive cash flow of 
the partnership.  The license agreement provides for royalty 
payments to the Company equal to 28.6% of net positive cash flow 
until each limited partnership unit has received $160,000 in 
cash, at which time royalty payments increase to 49% of net 
positive cash flow.

The Company's capital contribution to Armant consisted of 
certain improvements to the property, a non-exclusive licensing 
agreement providing for Armant's use of the Company's 
carbo-chlorination processes for producing metal chlorides, and 
prepaid leases as described in Note 4.

Contributions to Armant by the limited partners, on the 
basis of a single limited partnership unit, consisted of $25,000 
in initial cash deposits, $75,000 in cash to be paid in equal 
monthly installments of $5,000 and either a $60,000 letter of 
credit or the purchase of $60,000 of the Company's restricted 
common stock.  Armant has received subscriptions for all 
thirty-five limited partnership units.  At August 31, 1984, 
Armant had received cash contributions of approximately 
$3,459,000.  The Chairman of the Company's Board of Directors 
holds fifteen of the thirty-five units.

During November 1984, the Company loaned $3,995,000 to 
Armant, resulting in the Company now having a receivable from 
Armant in the amount of $3,995,000 bearing interest at 13.5% per 
annum.  As of August 31, 1989 the Company had made additional 
cash advances to the Armant Partnership totaling $17,409,000, 
bearing interest at 12% per annum.  The Company has also 
liquidated $240,000 of Armant's notes payable plus accrued 
interest due to a corporation controlled by a member of the 
Company's Board of Directors by issuing 240,000 shares of the 
Company's restricted common stock.  As a result the Company 
recorded a receivable from Armant of $276,000 bearing interest at 
12% per annum.  The Company had additional non-interest bearing 
receivables from Armant totaling $173,000 which were incurred in 
fiscal 1984, resulting from billing under a service agreement. 
Subsequent to that date all costs, including general and 
administrative cost, incurred by the Company related to the 
construction and operation of the Armant Plant, have been 
absorbed by the Company and expensed as incurred.  As of August 
31, 1996, the Company has guaranteed nearly $525,000 of Armant's 
bank debt plus accrued interest.

The initial phase of construction of the Armant Plant was 
completed in December 1983.  Since that time, numerous test runs 
have been performed in an effort to achieve continuous commercial 
production of market grade metal chlorides.  Subsequent to the 
Company's 1986 fiscal year end, Armant determined additional 
funding would be required to sustain successful operations.  
Therefore, because of unexpected construction delays and the 
continued lack of commercial production at Armant, the Company 
elected to discontinue accruing interest income on the Armant 
receivable and reversed, in the fourth quarter of fiscal year 
1986, all interest income previously accrued which totaled 
$1,164,000 of which $551,000 was accrued through August 31, 1986.

Further, Armant elected to discontinue capitalizing plant 
start-up costs. The net loss recognized by Armant during the year 
ended August 31, 1987, which primarily resulted from expensing 
start-up costs, was first allocated to the partners' equity 
accounts based upon their respective percentage interests in the 
total partnership equity.  To the extent that this loss exceeded 
the total limited partners' equity, all additional losses were 
allocated to the Company's equity interest in the partnership, 
since the Company is the sole general partner in the limited 
partnership and is at risk for these losses in the form of 
advances to Armant.  

Since the plant was shutdown in 1988 due to insufficient 
capital to maintain operations, the Company has been attempting 
to  secure additional funds to enable it to modify and start-up 
the Armant plant.  Significant effort has been devoted in the 
period 1988 to 1996 to securing funding from the DOE under the 
"Steel and Aluminum Energy Conservation and Technology 
Competitiveness Act of 1988". 

Costs Capitalized and deferred by Armant consisted of the 
following:
                                                 November 30   August 31
                                                   1996          1996   
Direct carbo-chlorination plant costs:
Process equipment.......................	$ 4,120,000	$ 5,473,000
Other equipment.........................               -              7,000
Leasehold improvements..................            100,000         175,000
                                                  4,220,000       5,675,000
Self-construction and start-up costs:
Salaries
Engineering........................                 206,000         427,000
Plant construction and operations..               2,100,000       2,914,000
Indirect labor and overhead........                 319,000         425,000
                                                  2,625,000       3,766,000

                                                $ 6,845,000     $ 9,441,000


Presented below is summarized financial information of Armant.
Beginning September 1, 1986, Armant elected to discontinue 
capitalizing costs not directly associated with plant 
construction.  Further, Armant elected to discontinue 
capitalizing interest costs in 1988 and reversed all interest 
costs that had been capitalized in 1988.  Prior to September 1, 
1986, all costs were capitalized and deferred.

                                          November 30,    August 31,
                                             1996            1996  
Assets:
Plant and equipment...................	  $ 6,845,000    $ 9,441,000
Other.................................        420,000        737,000
             Total....................    $ 7,265,000    $10,178,000

Liabilities and Equity
Notes payable - Toth Aluminum
  Corporation.........................    $ 7,881,000    $ 8,494,000
Notes payable - Banks.................        525,000        525,000
Payables - Toth Aluminum Corporation..     12,155,000     13,950,000
Other payables........................        241,000        547,000

Equity - Toth Aluminum Corporation....    (13,524,000)   (13,325,000)
       - Others.......................        (13,000)       (13,000)
                                          (13,537,000)   (13,338,000)

             Total.....................   $ 7,265,000    $10,178,000


                                                Three Months Ended
                                                    November 30,
                                                1996            1995   
Statement of Plant Expenses
Direct plant costs....................    $     3,000    $     6,000
General and administrative costs......         11,000         14,000
Interest Expense......................         96,000        128,000
Net Loss..............................     $  110,000    $   148,000



                                            November 30,     August 31,
                                               1996             1996   
Payable to and Equity of Toth Aluminum
 Corporation:

Notes payable.........................    $18,975,000       $19,375,000
Payables..............................      8,560,000         7,425,000
Beginning equity of the Company.......     (5,560,000)       (5,560,000)
Less: Loss from Armant................     (8,784,000)       (9,375,000)
Capitalized by Armant, but
       not accrued by the Company.....     (5,620,000)       (5,620,000)

Expensed by Armant but not accrued
   By the Company.....................	   (7,105,000)       (5,351,000)
Investment in and advances to
  Armant..............................    $   466,000    $      894,000

TACMA

In January 1982, the Company and an Indian company entered 
into a Promotion Agreement providing for the formation of TACMA. 
TACMA was formed to construct a plant in India designed to 
produce metal chloride through the use of the Company's 
carbo-chlorination processes.  The Promotion Agreement provided 
for an initial capital contribution by the Company of 
approximately $42,800 in exchange for a 40% equity interest in 
TACMA. During the 1983 fiscal year, the Company and TACMA's other 
stockholder assigned to a third party the right to a 25% equity 
interest in TACMA in exchange for the third party's $200,000 
advance to TACMA.  A transfer of equity interest to the third 
party, which is subject to the prior approval of the Indian 
government, would have reduced the Company's equity interest in 
TACMA to 27 2%.  The Company and the third party also entered 
into a separate agreement which provided that the third party 
could convey to the Company its right to the 25% equity interest 
in TACMA in exchange for 200,000 shares of the Company's common 
stock.  During July 1987, the Company issued 200,000 shares of 
its common stock valued at $325,000 in exchange for the third 
party's rights to the additional equity in TACMA.  Under this 
agreement, the transfer to the Company of the additional equity 
interest in TACMA, which is subject to the prior approval of the 
Indian government, would increase the Company's equity interest 
in TACMA to 52 2%.

As of August 31, 1984, the Company had also made cash 
advances to TACMA totaling approximately $218,600.  In addition, 
during December 1984, the Company acquired from Empresas Lince, 
S.A., a receivable from TACMA of $60,000 In exchange for 60,000 
shares of the Company's restricted common stock.   The Company 
has also incurred costs on TACMA's behalf which the Company 
considers reimbursable under the terms of its service agreement 
with TACMA.  At August 31, 1989 and 1988, the Company's 
receivable for such costs billed to TACMA was approximately 
$815,000.  TACMA has not recorded a corresponding payable for 
such costs because the approval of the Indian government and 
Reserve Bank of India is required before TACMA can make payment 
to the Company.  The collectibility of this receivable is 
dependent on obtaining approval of foreign authorities as well as 
TACMA commencing and sustaining sufficiently profitable 
commercial operations, for which the Company currently has no 
plans.  During the fiscal year ended August 31, 1987, because of 
the continuing delays in obtaining government approval, the 
Company reversed the previously recorded receivable from TACMA.  
During 1988, based upon the Company's decision to indefinitely 
postpone attempts to bring the TACMA plant to full commercial 
production, its previously recorded investment in the TACMA 
facility was also reversed.

Reference is made to Note 6 regarding a Swiss corporation's 
advance to TACMA, in 1982, on the Company's behalf.  The Company 
recorded this advance as an additional investment in and advance 
to TACMA.  The Swiss Corporation has not received payments equal 
to $50,000, and in 1995 they have requested action requiring the 
Company to replace or supplement its interest in TACMA.  During 
1996 the company issued a Series AA-1" Convertible Promissory 
Note to the Swiss Corporation for the original $50,000.00 plus 
accrued interest of $98,200 for a total of $148,000.


4.  NOTES PAYABLE
		
Notes payable consisted of the following:
                                              November 30,    August 31,
                                                 1996            1996
Notes payable to bank,
  collateralized (A):....................          -                -

Demand notes payable to related
  parties, unsecured (A): At 12% ........      2,777,829       2,555,601

     Demand notes payable to other parties,
       unsecured (A): At 12%.............          -               - 

Series "A-1" Convertible Promissory Notes
        Payable to related parties.......      7,398,265       7,398,265
        Payable to others................      5,978,421       5,978,421

          Total..........................    $16,154,515     $15,932,287
                                                                 
              	
A) Collateralized by a pledge of personal assets owned by the Company's
   Chairman of the Board.

5.	During 1988, the Company commenced a private offering of 
1,500,000 units of its securities.  Each unit consisted of one 
share of the Company's common stock and the right to acquire an 
option to purchase an additional share at a price equal to the 
original purchase price of the unit.  As of November 30, 1988, 
the Company had sold 1,292,367 units and had issued option rights 
to purchase 1,292,367 shares with an exercise price ranging from 
$0.75 per share to $0.95 per share.  Of the 1,292,367 units sold, 
during September 1988 27,386 units were issued in satisfaction of 
$20,539 of lease payments.  The option is exercisable for a 
period of three years, commencing on the date that the Company's 
shareholders approve an increase in the authorized shares of the 
Company so as to permit the exercise of all of the options 
offered hereby, but in no event later than August 30, 1996.  If 
no such authorization has been made prior to that date, options 
will automatically be converted into the Company's subordinated 
debt in a principal amount representing the difference between 
the closing bid price of the Company's common stock on August 30, 
1996, and the exercise price of the option, bearing interest at 
the rate of 1% per month until paid.
 
6.  	The financial statements are summarized and reference is 
made to the "NOTES  TO FINANCIAL STATEMENTS" included in the 
Company's Annual Report on Form 10-K for the fiscal year ended 
August 31, 1996, as filed with the Securities and Exchange 
Commission.


Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Liquidity and Capital Resources

During the quarter ended November 30, 1996, total assets 
decreased from 1,049,282 to $579,896, and current assets 
increased from $14,537 to $15,984. While advances to Armant 
increased by $18,400 during the quarter, the investment in Armant 
was decreased by $427,735  from recognition of the Company's 
equity in loss of Armant.  The recoverability of the Company's 
investment in and advances to Armant of $466,690 is dependent on 
the Armant Partnership achieving and sustaining sufficiently 
profitable commercial operations (see note 3 of Notes to 
Financial Statements). 

Current liabilities, increased from $3,719,093 to $3,941,321 
during the same period.  During the same period, accrued salaries 
increased by $60,312 and accrued interest increased by $76,842.

On December 24, 1985, the Company commenced an offering of 
its 10% Convertible Debentures due August 1, 1990 (the 
"Debentures").  The offering contemplated the sale of a maximum 
of $4,320,000 of Debentures, convertible, at the election of the 
Debenture holders, into 3,175,000 shares of common stock, no par 
value, of the Company.  The purchase price of each Debenture was 
$1,000, payable in cash.  No minimum offering of Debentures was 
established and offerees were apprised of the fact that the 
proceeds of the offering would not be placed into escrow, but 
would be applied directly to the Company.

The Debenture offering was closed as of May 31, 1986, 
resulting in net proceeds of $3,852,963 (after deducting offering 
costs of $467,037).  As of November 30, 1988, 4,298 debentures 
were converted into 3,152,995 shares of the Company's common 
stock, resulting in an increase in common stock of $3,833,307 
(net offering costs of $464,693) and a balance in debentures 
payable of $20,437 (net offering costs of $1,563).

The Board of Directors of the Company learned that not all 
of the Debentures were sold for cash.  Instead of the maximum 
offering of $4,320,000, $2,014,137 of Debentures were purchased 
in exchange for the cancellation of pre-existing debt which the 
Company owed to these purchasers.  Of the $2,014,137 of 
Debentures sold in exchange for the cancellation of indebtedness, 
$1,957,137 or 97%, was sold to or through directors, officers or 
affiliates of the Company.

As a result of the sale of Debentures for consideration 
other than cash, the proceeds of the Debenture offering were not 
directly applied in the manner that the Company intended, or as 
the Company would have applied the proceeds had the Debentures 
been sold entirely for cash.  The Debenture offering contemplated 
that net proceeds (after deduction of sales commissions and 
offering costs) of $3,842,000 would be applied approximately 
$2,882,000 toward a loan to the Armant Partnership (A Louisiana 
Partnership of which the Company is the General Partner) for the 
repayment of the partnership's loan, capital expenditures, and 
working capital, with the balance of $960,000 for the Company's 
working capital and development expenses.  Instead, the net 
proceeds of the Debenture offering were directly applied as 
follows:  (I) $1,939,000 toward the retirement of debt, of which 
$1,045,000 was to retire the Company's debt and the balance of 
which was to retire the partnership's debt, and (ii) $1,902,000 
was loaned to the Partnership for its working capital and for 
capital expenditures.

This discrepancy is a result of the considerable delay which 
was experienced in bringing the Debenture offering effective.  As 
a result, the Company, wishing to continue the operations of the 
Armant facility, and to continue the Company's research 
activities, borrowed funds from directors, affiliates and outside 
lenders, relying on the guarantee of certain directors and 
affiliates for Armant and corporate purposes.  When the Debenture 
offering became effective, the proceeds of the offering were used 
substantially to retire this debt.  Consequently, the Company 
believes that the net proceeds of the Debenture offering were 
applied, albeit indirectly, in the matter contemplated by the 
Debenture offering.

However, if it were subsequently determined that this 
variance in the terms of the offering would require the Company 
to make an offer of rescission of the debenture offering, the 
Company has made no provision in the financial statements for 
such an offering.  To date, there have been no claims against the 
Company with respect to this issue and the Company is not aware 
that any such claims are planned or contemplated.  Because of the 
complex nature of securities law, legal counsel has not formed an 
opinion on whether there is any potential or actual liability to 
the Company.

The Company, as general partner of Armant, has granted a 
continuing guarantee of Armant's outstanding bank debt of 
approximately $525,000 plus accrued interest.  During the year 
ending August 31, 1996, the Company wrote down $16,950,536 of its 
investment in Armant.  This write down occurred due to the 
prolonged delay in obtaining the necessary funding to restart the 
plant.

Working Capital Meeting Operating Needs and Commitments

From inception, the Company has sustained its operations 
primarily through funds provided by private placements and public 
offerings of its common stock.  Due to the length of its 
development stage activities, liquidity has always been a 
continuing concern.  The Company has incurred net losses from its 
inception in 1966 through November 30, 1996, of approximately 
$62,142,938. Although the Company's investees (Armant and TACMA) 
have constructed facilities that employ the Company's patented 
processes, Armant has not achieved continuous commercial 
production, and the commercial viability of the processes has not 
been demonstrated.  TACMA has not commenced commercial production 
and no such activities are currently planned.  The recoverability 
of the Company's investments in and advances to Armant, is 
dependent on Armant achieving sufficiently profitable commercial 
operations.  These factors, among others, may indicate that the 
Company will be unable to continue in existence.  The financial 
statements do not include any adjustments relating to the 
recoverability and classification of recorded asset amounts or 
the amount and classification of liabilities that might be 
necessary should the Company be unable to continue in existence. 
 The Company's continuation in existence is dependent upon its 
ability to generate sufficient cash flow to meet its continuing 
obligations on a timely basis, to obtain additional financing as 
may be required, and ultimately to attain successful operations. 
 Management believes that the plants constructed by Armant and 
TACMA demonstrate that the production of metal chlorides and 
aluminum intermediates through the Company's patented processes 
is possible.  Further, the planned expansion of the Armant Plant 
should enable it to achieve continuous production of alumina as 
well as metal chlorides.  Management believes that continuous 
production capabilities should enable it to attain successful 
operations. This will not occur at the TACMA facility unless and 
until the Company directs its efforts and resources toward TACMA. 
 No such activities are currently planned at TACMA.

Immediate Development Plans at Armant and Canada. 

The Armant Plant, which was intended to be constructed so as 
to operate on a continuous basis, was only capable of operating 
only in a "batch" mode when it was shutdown in 1988.   The plant 
was then capable of producing approximately 100,000 pounds of 
aluminum chloride per batch.  In order to operate on a continuous 
basis, additional equipment must be installed, including a new 
condenser system, several new conveyers, a revised silicon 
tetrachloride recovery and purification system, plus other 
equipment, some of which needs to be specially built, at a 
capital cost estimated by the Company to be up to $10,000,000 
(1995).  Once this equipment is installed, and with the plant 
operating on a continuous basis, the Company believes that the 
Vacherie plant's production rate of aluminum chloride and silicon 
chloride will increase to 1,000,000 pounds per month and 900,000 
pounds per month, respectively.  Operation at this level of 
production would clearly demonstrate the economical advantage of 
the TAC process over other production methods for metal 
chlorides.

The plans for upgrading and bringing Armant into commercial 
operation are part of the Company's proposal to the United States 
Department of Energy (DOE) for cost shared commercialization of 
the clay-to-aluminum technology.  The Company has submitted three 
such proposals to DOE under the "Steel and Aluminum Energy 
Conservation and Technology Competitiveness Act of 1988", Public 
Law No. 100-680.  The Company's first two proposals were rejected 
by DOE for perceived inadequacies in addressing the requirements 
of the Act in precise accordance with federal requirements.  In 
order to address DOE's concerns, the Company obtained the 
assistance of ICF Kaiser Engineers, an engineering design company 
with extensive experience in dealing with DOE, to revise its 
proposal to meet DOE requirements.  In addition, the Company 
obtained a commitment from Alcoa to provide design and analytical 
assistance in the initial phase of the commercialization effort, 
with the option of increased participation in later phases.  The 
revised proposal is currently being held in abeyance at DOE 
pending TAC's compliance with a new DOE request for additional 
participation by industry.  TAC has requested a full merit review 
of the proposal and of the proposed process commercialization 
project without such increased industry participation.  However, 
the DOE has thus far refused to review the  proposal.  The 
Company continues to request a full review by the U.S. Department 
of Energy.  

The project to commercialize TAC's proposed clay-to-aluminum 
process, as presented to DOE, is subdivided into three phases.  
The three phases are logically arranged into a sequence of 
progressively larger development steps.  The project begins with 
bench scale studies, continues through the commercial scale 
production of metal chlorides, and leads to the works scale 
production of aluminum metal, as shown in the table of project 
phases below.


Phase I	Execute laboratory and engineering studies to  generate 
design data for upgrading TAC's clay chlorination pilot 
plant to continuous production for aluminum chloride 
and silicon tetrachloride.

Phase II	Generate the detailed design of the upgraded clay 
                chlorination pilot plant.

Phase III	Construct, commission, start up and run the upgraded 
                clay chlorination pilot plant in order to determine the 
                economic feasibility of chlorinating clay as the first 
                stage of a two-stage Clay-to-Aluminum process.

If ultimately approved by the DOE, up to 70% of project costs could be
provided from federal sources.  There is no guarantee, however, of any
funding of the project by any government agency.  The company is also
currently pursuing alternative funding avenues for its commercialization
program including collateralized loans.  

However, even if and when the Vacherie Plant and any 
subsequent plants become fully operational on a continuous basis, 
they will be subject to all of the risk inherent in any untried 
process, including operational delays during "shakedown" periods, 
unforeseeable cost overruns, and/or the inability of the plants, 
for whatever unforeseeable reason, to sustain profitable 
commercial operations, in which event the Company would consider 
shut down of operations.

Since 1992, TAC has been evaluating the application of it's 
clay carbo-chlorination technologies to the abundant raw 
materials resources of western Canada.  The Company acquired 
samples of waste materials from the extraction of bitumen from 
oil sands in Alberta, Canada, and testing had indicated that the 
materials were amenable to the Company's process technology.  In 
subsequent inquiries and visits, the Company learned that vast 
reserves of low grade kaolitic and  other clays are present 
throughout western Canada.  A program was initiated in late 1993 
to investigate the feasibility of using these raw materials in a 
western Canadian clay chlorination plant to manufacture metal 
chlorides (aluminum chloride, silicon tetrachloride and titanium 
tetrachloride).

The Company retained Cominco Engineering Services Ltd., 
(CESL),in Calgary, Alberta, Canada as its engineering services 
sub-contractor in Canada and undertook presentations to Canadian 
industry and the Canadian federal government on a project to 
construct plants in the  region.  In response to the high degree 
of interest shown in the Company's proposed project in Canada, 
the Company, through CESL, applied to the Canadian federal 
government  for financial assistance to evaluate western Canadian 
raw materials for use in carbo-chlorination.  A formal proposal 
was submitted by CESL in the Company's behalf in December, 1993, 
and this was approved by the federal government in May, 1995 
under a Minerals Development Agreement (MDA) to be completed by 
May 31, 1996.  Under the terms of the MDA the Canadian government 
would fund C$ 306,000 of project costs with the balance to be 
provided by industrial participants.

The MDA study has evaluated at least three classes of 
western Canadian clays and two classes of western Canadian coke 
resources.  These raw material classes are:

Clay Sources:	Clays resulting from oil sands mining and processing
                Clays resulting from coal mining and/or processing
                Clays from naturally occurring kaolitic deposits

Coke Sources:	Cokes resulting from oil sands processing
                Cokes that are commercially available in western Canada.

The MDA study concluded that the clays and cokes are 
adequate, and are available in plentiful supply to serve as feed 
stock for the company's process.

 
Development Plans

As in the previous years, the principal goal of the Company 
is to commercialize its process to produce aluminum and 
intermediate chloride and oxide products from clay.  One of the 
first steps in the commercialization process is the commercial 
production of metal chlorides.  The Company is currently engaged 
in pursuing two options to achieve this first level of 
commercialization.  One, the construction of commercial 
facilities in Canada to take advantage of abundant raw materials 
resources and low cost electrical power, and two, the upgrading 
and completion of the Armant Plant, such that it is capable of 
producing high-purity aluminum chloride and other intermediates 
on a continuous basis.

On August 30, 1996 the Company executed a Letter of 
Understanding with Fluor Daniel, an engineering company located 
in Greenville, South Carolina, under which the company declared 
its intent to appoint Fluor Daniel as the Project Manager and 
Construction Manager of a project to construct a commercial Metal 
Chlorides Plant to manufacture aluminum chloride, silicon 
tetrachloride, titanium tetrachloride and other products from 
clay using the company's proprietary carbo-chlorination 
technology.

Subsequently, on September 26, 1995 the company and Fluor 
Daniel executed a Technical Services Agreement covering the work 
to be performed in the first phase of the three-phased project.  
The initial tasks cover a pre-feasibility study to determine the 
basic parameters for commercial production of metal chloride 
chemicals from clay.  This study is expected to be completed in 
the by late November or early December 1995, and will lead into 
Phase 2, the preparation of the document package needed to secure 
financing of the project. The second phase will take up to one 
year after which the third phase of the project, plant design, 
construction and start up will be undertaken.  Fluor Daniel 
estimates that the commercial plant can be in operation within 
three years.


Canada

The western Canadian raw materials resources were found to 
be economically suitable for the Company's clay carbo-
chlorination technology.  The Company has  proceeded with the 
formation of a Canadian company which will operate under license 
from the Company to develop, construct, and operate a metal 
chlorides plant in Canada utilizing western Canadian feed stocks. 
 Management believes that the successful manufacture of aluminum 
chloride, silicon tetrachloride and titanium tetrachloride in 
Canada will provide a substantial source of revenue to the 
company.  Management further believes that the successful 
operations of a metal chlorides plant in Canada will eventually 
lead to the utilization of the Company's technology to produce 
aluminum from clay.  Western Canada is in an opportune location 
for the furthering of the Company's technology since not only are 
abundant quantities of raw materials available, but also large 
supplies of low cost electrical power.

Results of Operations

The Company had no operating revenues and reported net 
losses.  The Company is considered to be a development stage 
enterprise; start-up activities have commenced, but the Company 
has received no revenue therefrom.

The net loss for the three months ended November 30, 1996, was $1,133,302
compared to $802,147 for the corresponding period in 1995.

The initial phase of construction of the Armant Plant was 
completed in December, 1983.  Since that time, numerous test runs 
have been performed in an effort to achieve continuous commercial 
production of market grade metal chlorides.  Subsequent to the 
Company's 1986 fiscal year end, Armant determined additional 
funding would be required to sustain successful operations.  
Therefore, because of unexpected construction delays and the 
continued lack of commercial production, Armant elected to 
discontinue capitalizing plant start-up costs as of August 31, 
1986.  The net loss recognized by Armant during the three months 
ended November 30, 1987, resulted primarily from expensing start-
up costs.  The net loss recognized by Armant during the year 
ended August 31, 1987, was first allocated to the partners' 
equity accounts based upon their respective percentage interests 
in the total partnership equity.  To the extent that this loss 
exceeded the total partners' equity, all additional losses were 
allocated to the Company's equity interest in the partnership, 
since the Company is the sole general partner in the limited 
partnership and is at risk for these losses in the form of 
advances to Armant.  The Company's equity in the loss of Armant 
for the three months ended November 30, 1996, was $102,364,  
which was a result of Armant losses in excess of total 
partnership equity and was recorded as a reduction in investment 
in and advances to Armant. 



PART II.  Other Information

Item 1.  Legal Proceedings

See Item 10 of the Company's Form 10-K for the year ended 
August 31, 1996, concerning legal proceedings.







                                SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.




TOTH ALUMINUM CORPORATION
(Registrant)



BY:     Charles E. Toth Jr.             
        Charles E. Toth Jr.
        Treasurer                      Date: January 14, 1997
      	



BY:	 Charles Toth                      
         Charles Toth
         Chairman of the               Date: January 14, 1997
         Board of Directors      
         and Chief Executive Officer